Unassociated Document


    
      

    

     

     

    OPTION AGREEMENT

    


    THE BOARD OF DIRECTORS of LaPolla
Industries, Inc. authorized and approved the Equity Incentive Plan ("Plan"). The
Plan provides for the grant of Options to eligible employees, directors and
consultants of LaPolla Industries, Inc. (“Company”). Unless otherwise provided
herein all defined terms shall have the respective meanings ascribed to them
under the Plan.

    


    1.      Grant of
Option.  Pursuant to authority granted to it under the Plan,
the Administrator of the Plan hereby grants to Ted J. Medford, as an employee of
the Company (“Optionee”) and as of July 1, 2008 ("Grant Date"), 800,000
options.  Subject to the provisions of Section 4 below, each Option
permits you to purchase one share of LaPolla Industries, Inc.’s common stock,
$.01 par value per share ("Shares").

    


    2.      Character of
Options.  Pursuant to the Plan, Options granted herein may be
Incentive Stock Options or Non-Qualified Stock Options, or both. To the extent
permitted under the Plan and by law, such Options shall first be considered
Incentive Stock Options.

    


    3.      Exercise Price. The
Exercise Price for each Non-Qualified Stock Option granted herein is $.74 per
Share, and exercise price for each Incentive Stock Option granted herein shall
be $.74 per Share.

    


    4.      Exercisability.  The
exercisability of the Options granted hereby is subject to the following
performance criteria and restrictions:

    


     4.1    Vesting.  The
Options will vest and become exercisable subject to the criteria set forth
below:

    


    4.1.1           New Division. The
Optionee accepted employment with the Company to act as the Vice President of a
new division to be formed for the purpose of designing, sourcing, marketing and
selling spray polyurethane foam and application equipment, for residential,
commercial and industrial insulation applications (“New Division”).

    


    4.1.2           Thresholds.  In
order for the Options granted to Optionee to become eligible for vesting, the
New Division must meet a minimum $12,000,000 base gross revenue (“Base Gross
Revenue”), minimum 23% gross margin (“Gross Margin”), and maximum $2,500,000
base operating expenses (“Base Operating Expenses”), on an annual basis. A six
percent (6 %) increase in the Base Operating Expenses is allowable for growth of
the division.  For the 2008 calendar year, the Base Gross Revenue and
Base Operating Expenses shall be adjusted by fifty eight percent (58%) to
account for the number of months the New Division will be fully operating during
that particular year.

     

    4.1.3           Schedule.  The
Options will vest and become exercisable subject to the New Division increasing
its gross revenues by a minimum of $3,000,000 per year (“Annual Growth
Increment”), subject to the requirements in Section 4.1.2, for the years
indicated below:

     

    4.1.3.1    100,000
Options upon reaching $7,000,000 in gross revenues for the 2008 calendar
year;

    4.1.3.2    175,000
Options upon reaching $15,000,000 in gross revenues for the 2009 calendar
year;

    4.1.3.3    175,000
Options upon reaching $18,000,000 in gross revenues for the 2010 calendar
year;

    4.1.3.4    175,000
Options upon reaching $21,000,000 in gross revenues for the 2011 calendar
year;

    4.1.3.5    175,000
Options upon reaching $24,000,000 in gross revenues for the 2012 calendar
year;

    
 

    4.1.4           Determination.  The
determination of whether or not any Options vest will be made by the
Compensation Committee based on the annual audited financial results as approved
by the Audit Committee and communicated to the Optionee by the end of the
calendar month after which such determination was made for each particular year.
If it is determined that a particular year’s Annual Growth Increment was not
met, then the number of Options so indicated for that particular year in Section
4.1.3 shall be forfeited.

    


    5.      Term of Options. The
term of each Option granted herein shall be for a term of up to five (5) years
from the Grant Date (“Option Period”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.      Payment of Exercise
Price.  Options represented hereby may be exercised in whole or
in part by delivering to the Company your payment of the Exercise Price of the
Option so exercised (i) in cash, by check or cash equivalent, (ii) by
tender to the Company of shares of Stock owned by the Participant having a Fair
Market Value not less than the exercise price; (iii) by tender to the Company of
a written consent to accept a reduction in the number of shares of Stock to
which the Option relates (“Reduced Number of Shares”),
which Reduced Number of Shares, when ascribed a value, shall be equal to the
exercise price of the balance of shares of Stock covered by the Option; (iv) by
delivery of a properly executed notice of exercise together with irrevocable
instructions to a broker providing for the assignment to the Company of the
proceeds of a sale or loan with respect to some or all of the shares being
acquired upon the exercise of the Option (including, without limitation, through
an exercise complying with the provisions of Regulation T as promulgated
from time to time by the Board of Governors of the Federal Reserve System) (a
"Cashless Exercise"),
(v) by such other consideration as may be approved by the Committee from
time to time to the extent permitted by applicable law, or (vi) by any
combination thereof. The Company reserves, at any and all times, the right, in
the Company's sole and absolute discretion, to establish, decline to approve or
terminate any program or procedures for the exercise of Options by means of a
Cashless Exercise.

    


    7.      Limits on Transfer of
Options.  The Option granted herein shall not be transferable
by you otherwise than by will or by the laws of descent and distribution, except
for gifts to family members subject to any specific limitation concerning such
gift by the Administrator in its discretion; provided, however, that you may
designate a beneficiary or beneficiaries to exercise your rights and receive any
Shares purchased with respect to any Option upon your death.  Each
Option shall be exercisable during your lifetime only by you or, if permissible
under applicable law, by your legal representative.  No Option herein
granted or Shares underlying any Option shall be pledged, alienated, attached or
otherwise encumbered, and any purported pledge, alienation, attachment or
encumbrance thereof shall be void and unenforceable against the Company.
Notwithstanding the foregoing, to the extent permitted by the Administrator, in
its discretion, an Option shall be assignable or transferable subject to the
applicable limitations, if any, described in the General Instructions to
Form S-8 Registration Statement under the Securities Act of 1933, as
amended.

    


    8.      Termination of
Employment.  If your employment is terminated with the Company,
the Option and any unexercised portion shall be subject to the provisions
below:

    


    (a)           Upon
the termination of your employment by the Company, to the extent not theretofore
exercised, your vested Option shall continue to be valid; provided, however,
that:

    


    (i)     If the
Participant shall die while in the employ of the Company or during the one (1)
year period, whichever is applicable, specified in clause (ii) below and at a
time when such Participant was entitled to exercise an Option as herein
provided, the legal representative of such Participant, or such Person who
acquired such Option by bequest or inheritance or by reason of the death of the
Participant, may, not later than fifteen (15) months from the date of death,
exercise such Option, to the extent not theretofore exercised, in respect of any
or all of such number of Shares specified by the Administrator in such Option;
and

    


    (ii)    If the
employment of any Participant to whom such Option shall have been granted shall
terminate by reason of the Participant's retirement (at such age upon such
conditions as shall be specified by the Board of Directors), disability (as
described in Section 22(e) of the Code) or dismissal by the Company other than
for cause (as defined below), and while such Participant is entitled to exercise
such Option as herein provided, such Participant shall have the right to
exercise such Option so granted, to the extent not theretofore exercised, in
respect of any or all of such number of Shares as specified by the Administrator
in such Option, at any time up to one (1) year from the date of termination of
the Optionee's employment by reason of retirement or dismissal other than for
cause or disability, provided, that if the Optionee dies within such twelve (12)
month period, subclause (i) above shall apply.

    


    (b)    If you
voluntarily terminate your employment, or are discharged for cause, any Options
granted hereunder shall forthwith terminate with respect to any unexercised
portion thereof, whether vested or unvested.

    


    (c)    If any
Options granted hereunder shall be exercised by your legal representative if you
should die or become disabled, or by any person who acquired any Options granted
hereunder by bequest or inheritance or by reason of death of any such person
written notice of such exercise shall be accompanied by a certified copy of
letters testamentary or equivalent proof of the right of such legal
representative or other person to exercise such Options.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (d)    For all
purposes of the Plan, the term "for cause" shall mean "cause" as defined in the
Plan or your employment agreement with the Company.

    


    9.      Restriction; Securities
Exchange Listing. All certificates for shares delivered upon the exercise
of Options granted herein shall be subject to such stop transfer orders and
other restrictions as the Administrator may deem advisable under the Plan or the
rules, regulations and other requirements of the Securities and Exchange
Commission and any applicable federal or state securities laws, and the
Administrator may cause a legend or legends to be placed on such certificates to
make appropriate reference to such restrictions. If the Shares or other
securities are traded on a national securities exchange, the Company shall not
be required to deliver any Shares covered by an Option unless and until such
Shares have been admitted for trading on such securities exchange.

    


    10.    Adjustments. If there
is any change in the capitalization of the Company affecting in any manner the
number or kind of outstanding shares of Common Stock of the Company, whether by
stock dividend, stock split, reclassification or recapitalization of such stock,
or because the Company has merged or consolidated with one or more other
corporations (and provided the Option does not thereby terminate in connection
therewith), then the number and kind of shares then subject to the Option and
the price to be paid therefor shall be appropriately adjusted by the Board of
Directors; provided, however, that in no event shall any such adjustment result
in the Company's being required to sell or issue any fractional shares. Any such
adjustment shall be made without change in the aggregate purchase price
applicable to the unexercised portion of the option, but with an appropriate
adjustment to the price of each Share or other unit of security covered by this
Option.

    


    11.    Change in
Control.  In the event of a Change in Control (as defined in
the Plan), the surviving, continuing, successor, or purchasing entity or parent
thereof, as the case may be (the "Acquiror"), may, without the
consent of any Participant, either assume the Company's rights and obligations
under outstanding Options or substitute for outstanding Options substantially
equivalent options for the Acquiror's stock. In the event the Acquiror elects
not to assume or substitute for outstanding Options in connection with a Change
in Control, the Committee shall provide that any unexercised and/or unvested
portions of outstanding Options shall be immediately exercisable and vested in
full as of the date thirty (30) days prior to the date of the Change in Control.
The exercise and/or vesting of any Option that was permissible solely by reason
of this Section 11 shall be conditioned upon the consummation of the Change in
Control.  Any Options which are not assumed by the Acquiror in
connection with the Change in Control nor exercised as of the close of business
on the date of consummation of the Change in Control shall terminate and cease
to be outstanding effective as of the close of business on the date of
consummation of the Change in Control.

    


    12.    Amendment to Options Herein
Granted.  The Options granted herein may not be amended without
your consent.

    


    13.    Withholding
Taxes.  As provided in the Plan, the Company may withhold from
sums due or to become due to Optionee from the Company an amount necessary to
satisfy its obligation to withhold taxes incurred by reason of the disposition
of the Shares acquired by exercise of the Options in a disqualifying disposition
(within the meaning of Section 421(b) of the Code), or may require you to
reimburse the Company in such amount.

    


    LAPOLLA
INDUSTRIES, INC.

    


     

    
      
        	 /s/  Douglas J. Kramer,
      CEO   	 7/1/2008  
	 Douglas J.
      Kramer      	  Date
	 President and
      CEO	 


      

       

      OPTIONEE

    

     

     

    
      	 /s/  Ted
      J. Medford    	 7/1/2008  
	 Ted J.
      Medford  	 Date